Madison, Wisconsin based Target, is a contract manufacturer of custom vitamin and trace mineral premixes and value-added branded feed ingredients for the animal feed market. Seller was Target’s president and Buyer its vice-president. Both shared in Targets’ day-to-day operations, and…
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Officer of company selling assets can be liable to buyer in tort for material misrepresentations and omissions even though not a party or guarantor to the asset purchase agreement
Today I want to talk about James. He was the officer of a company (“Seller”) which owned and operated an Anytime Fitness center franchise in Nicholasville (a small city outside of Lexington, Kentucky). In September of 2016, Robert, owner and…
Posted in tort misrepresentation in M&A
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- SELLER’S BREACH OF PURCHASE AGREEMENT: FAILURE TO TRANSFER PATIENT RECORDS
- SELLER OF RESTAURANT CHAIN ASSETS NOT LIABLE FOR PRE-CLOSING LEASE
- BUYER OF OCULAR ALLERGY TESTING SYSTEM BATTLES SELLER OVER EARNOUT
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- survival of covenants
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- tangible net worth
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- tax
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- Taxation
- termination of M&A agreement
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- third party
- third party beneficiary clause
- time of the essence
- timely objection to indemnification claim
- tolling
- tolling
- tort misrepresentation in M&A
- tortious interference with prospective economic advantage
- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
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- transferee liability for taxes IRC Section 6901
- TRO/preliminary injunction before filing for arbitration
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- typo or scriverner's error
- UCC search
- Uncategorized
- Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act
- union fringe benefits
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- unjust enrichment
- unliquidated or disputed claim
- unwanted assets
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- valuation
- value added tax or VAT
- waiver of contractual provision
- waiver of jury trial
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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